Note 16 – Earnings Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of stock options and restricted stock units (see Note 12), convertible debt instruments (see Note 6), and other potentially dilutive securities.

The following table sets forth the computation of basic and diluted earnings per share attributable to Vishay stockholders (shares in thousands):

	Years ended December 31,
	2016		2015			2014

Numerator:
Numerator for basic earnings (loss) per share:
Net earnings (loss) attributable to Vishay stockholders	$	48,792	$	(108,514	)	$	117,629

Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax		38		-			59

Numerator for diluted earnings (loss) per share:
Net earnings (loss) attributed to Vishay stockholders - diluted	$	48,830	$	(108,514	)	$	117,688

Denominator:
Denominator for basic earnings (loss) per share:
Weighted average shares		147,009		147,570			147,448
Outstanding phantom stock units		143		130			119
Adjusted weighted average shares - basic		147,152		147,700			147,567

Effect of dilutive securities:
Convertible and exchangeable debt instruments		3,219		-			5,890
Restricted stock units		323		-			252
Other		3		-			7
Dilutive potential common shares		3,545		-			6,149

Denominator for diluted earnings (loss) per share:
Adjusted weighted average shares - diluted		150,697		147,700			153,716


Basic earnings (loss) per share attributable to Vishay stockholders	$	0.33	$	(0.73	)	$	0.80

Diluted earnings (loss) per share attributable to Vishay stockholders	$	0.32	$	(0.73	)	$	0.77

Note 16 – Earnings Per Share (continued)

Diluted earnings per share for the years presented do not reflect the following weighted average potential common shares, as the effect would be antidilutive (in thousands):

	Years ended December 31,
	2016		2015		2014

Convertible and exchangeable notes:
Convertible Senior Debentures, due 2040		10,312		20,477		-
Convertible Senior Debentures, due 2041		8,249		8,151		7,944
Convertible Senior Debentures, due 2042		-		13,133		-
Exchangeable Unsecured Notes, due 2102		-		2,512		-
Weighted average employee stock options		91		105		77
Weighted average other		512		1,014		706

In periods in which they are dilutive, if the potential common shares related to the exchangeable notes are included in the computation, the related interest savings, net of tax, assuming conversion/exchange is added to the net earnings used to compute earnings per share.

The Company's convertible debt instruments are only convertible upon the occurrence of certain events. The convertible debentures due 2042 are convertible subsequent to the December 31, 2016 evaluation of the conversion criteria. In periods that the debentures are not convertible, the certain conditions which could trigger conversion of the remaining debentures have been deemed to be non-substantive, and accordingly, the Company has always assumed the conversion of these instruments in its diluted earnings per share computation during periods in which they are dilutive.

At the direction of its Board of Directors, the Company intends, upon conversion, to repay the principal amounts of the convertible senior debentures, due 2040, due 2041, and due 2042, in cash and settle any additional amounts in shares of Vishay common stock. Accordingly, the debentures are included in the diluted earnings per share computation using the "treasury stock method" (similar to options and warrants) rather than the "if converted method" otherwise required for convertible debt. Under the "treasury stock method," Vishay calculates the number of shares issuable under the terms of the debentures based on the average market price of Vishay common stock during the period, and that number is included in the total diluted shares figure for the period. If the average market price is less than $13.14, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2040, if the average market price is less than $18.00, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2041, and if the average market price is less than $11.17, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2042.